Ugly Duckling
by Phoenix of Starlight
Summary: As we watch the Varia grow and develop, an inevitable question arises. Just how did this group find one another, and what were their pasts like? Slightly AU, Possible OOC-ness. Shounen-ai throughout; no solid pairings. Boy x Boy- Don't like, don't read.
1. Abandoned

**Ugly Duckling**

** Chapter 1- _As I hold fate in my hands, I wonder if I'm doing the right thing..._**

_April 4th, xxxx_

It was Lussuria's sixteenth birthday, and he was spending it at the park, alone. He sat in a swing, his fingers kneading at his skin as he tried to take his mind off of the pain he felt. His slender, toned body was trembling with apprehension as he gazed at the bustling down a short distance away. His short, spring green-dyed hair only frustrated him further as it hung before his sky-blue eyes, and the young man found himself longing for a pair of sunglasses, at the least, so that he could block out the intense sun rays that tormented his already-poor eyesight. His mind screamed for his mother to come and take him back, and his heart lurched as it recalled the words that his parents had spoken to him.

Lussuria had come up to par with the idea that no one loved him. His homosexuality was the main cause, but on top of that, he had feminine intrests, and was, according to his parents, 'impossible to keep out of trouble.' The young man sighed, tears welling up in his eyes as his eyes trailed to the scar that stretched over his wrist. That cut, he bitterly thought, was not his fault. He looked up, brushing his messy green hair out of his eyes as he looked around the empty park, and his nails dug into his knees as he remembered once more the fact that he was abandoned.

"Well...," he began to himself. "Pick yourself up off the ground, hun... you should treat yourself- it's your birthday."

He hung his head and covered his face with his hands, then, after taking a moment of complete self-loathing, he stood, and walked out and into town, where he hoped that there was a chance that someone might take pity on him. He shifted through the towns, getting dirty looks from nearly everyone he passed, and he soon gave up, and slumped into a bench, before someone came out to tell him that 'his kind' wasn't allowed to sit there. Lussuria continued shuffling along, his hands stuffed in pockets that acted like fingerless gloves. He felt the pain swelling at every corner, the feeling of total rejection overtaking him as people purposely bumped into him. A few people stopped to accuse him of pickpocketing them, at which Lussuria just shook his head sadly and continued on. He soon came up upon a very young man, looking about thirteen years of age, who was curled up in a ball on the ground, using a tattered, old top hat to collect money. The teen was blonde, hair completely hiding his eyes, and from his place sitting on the ground, he gently rocked himself, hugging his knees close.

Intense pity took Lussuria over as he saw the quivering, weakened form, and he knelt down beside the other teen. Biting his lip, the took off his torn, dirty jacket, and placed it over the blonde's shoulders. "Are you okay, sweetie?" he murmured, using the soft voice that imitated that of his own mother.

The blonde looked up, and between the bangs was a pair of wild, bloodshot eyes, and the owner of them lunged forward, grabbing Lussuria's shoulders in a harsh vice. "Money... I need money," he rasped. "If I collect enough... maybe... maybe mama and papa will take me back..."

Lussuria stared at the young man, undaunted by the roughness and wildness that the blonde displayed, and reached out. "It's okay, hun," he soothed, touching the other's cheek. "I know how you feel." The blonde gave a few more uncontrolled trembles, then grinned.

"Your hair looks like grass," he giggled. Lussuria sighed, then nodded.

"All right, hun."

The young teen picked up the tattered top hat and placed it on his head, and leaned in beside Lussuria. The blonde whispered, "I'm a prince." After a moment of mulling over the other's words, Lussuria smiled, and stood, then held out his hand. The 'prince' didn't hesitate to grab Lussuria's hand, and Luss pulled him up.

"I think we can help each other out," the older teen said. "What's your name?"

"Ushishi~," laughed the blonde, bowing. "You can call me Prince Bel, if you want. I concur that we could assist each other. You?"

"Lussuria," the other murmured, blushing lightly. "Are you homeless, too?"

Bel paused, his grin vanishing. "Mama says I'm crazy," he whispered. "When I killed my brother... they threw me out on the streets with nothing but the clothes on my back. Papa was really mad... he said that he hated me. ... I haven't seen them since." The younger teen trembled for a moment, and whispered, "I wish they didn't hate me..."

Lussuria could feel his motherly impulses coming on, and although he was aware of how much shunning he could recieve, he smiled, and held Bel close. "My parents are the same way, Bel; I understand."

"Did you kill your brother, too?" Bel asked, still gently shaking in the older teen's embrace. Lussuria shook his head.

"No, hun, I don't have a brother. I'm... well... I'm just gay...," Lussuria said, his voice dropping to a whisper. Bel grinned.

"What, that's all?"

Lussuria smiled, and, before the people of the streets cast a dirty eye that Bel noticed, he began to lead the prince off towards his usual hangout. As they came back up to the park, Lussuria looked back, and Bel's wide grin shone back at him- proof that there was someone who could tolerate him in the world. Lussuria sat back down in a swing, and watched as Bel sat down on the ground beside him, reaching out, and placing his hand on the older teen's knee. "You don't have to sit on the ground, hun," Lussuria murmured. Bel shook hie head, and rested his head on his own knees, taking off the dusty top hat and rummaging through the little money he had collected.

"The prince wants to know if you're hungry," he mumbled. Lussuria sighed.

"I'm always hungry," he said. "I haven't seen a satisfying meal since January."

Bel took something out of his hat, and held it up to Lussuria. The older teen smiled at the apple he was being offered, but politely turned it down. "You should have that, Bel-chan; you earned it."

"The prince is choosing to give it to his new friend," Bel answered. Lussuria reluctantly, but gratefully took it, and reached down, patting the prince's head.

"Thank you, Bel-chan."

As the two sat in the park, alone, with the sun setting in the distance, they could feel a new sun rising between them.

_Meanwhile..._

"Stop! Thief!" cried the shopowner as the dark-haired boy dashed away. "That little runt!"

The boy turned a corner into an alley, and disappeared from sight completely, managing to get the food while he was at it. The aforementioned dark-haired male was someone who stole frequently; but it was his only way of surviving. He was orphaned- or abandoned, he didn't know which, and he had always been looking out for himself. This boy's name was Levi- short for Leviathan. His dark brown hair stuck up in several places, and piercings of every sort decorated his face- on his lip, his nose, his eyebrows, his ears, as tiny symbols of his fondness for metals and electricity. His narrow, black eyes were sharp and mean, and beneath them were dark spots, for he almost never slept. He was fifteen years old, and well known around town as someone who pickpocketed and swiped items from shopping stands. He trusted no one. He was perfectly capable of living independently, and skilled in the arts of street living.

His rugged, torn clothes were only one aspect of his all-over messy appearance, but his gentle side also shown through a ring that he wore- the only potential momento of the mother he never knew. He, like Lussuria, was shunned by all, and had no friends.

But he was strong enough to survive. He was powerful.

_He was alone._

**-End Chapter**

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><p>So there's not going to be a lot of romance here, but y'know, shounen-ai, hurtcomfort throughout. A little something for people who really like to go 'awww!' like that. XD

Once I got it in my head to think of the older Varia's kid forms, I couldn't stop thinking about it, and decided to postpone 'True Self' until this was done. Speaking of, five chapter minimum to this fic. :) And I'm also hoping to warm some people (as well as myself) up to Levi a bit. I personally hate him with a passion, but I've been working on seeing him differently.

Please Review!


	2. Ran Away

**Ugly Duckling **

**Chapter 2**

_April 5- 8:05 AM_

Lussuria was curled up on a bench, dozing quietly, when he felt a cold hand brushing over his cheek. He opened his eyes, feeling drowsy still from the cold and mostly restless night, then reached up, rubbing them to help them focus. He soon saw Bel, a handful of blackberries in his little hand. "The prince went foraging," he explained. Lussuria smiled, and sat upright, allowing Bel to join him on the bench.

"You're quite adapted to living like this, aren't you, hun?" Lussuria murmured, accepting an offered berry from the younger teen's hand. Bel nodded.

"It's been a while since mama and papa threw me out," he murmured. "And when Jill and I used to go out and play in the forest, we learned which berries were safe to eat."

"Was Jill your brother?" Lussuria asked.

"Yeah," Bel sighed, looking down. "But I killed him... he's dead now..."

"It's all right, hun," Lussuria cooed, reaching out and giving the prince a gentle pet on the head. The older teen popped the berry into his mouth, and closed his eyes when the natural sweetness seeped into his mouth. "Good job, Bel-chan," he sighed. The prince grinned, and handed Lussuria another, and the older teen reached in, overcome by his gratefulness, and hugged Bel gently, resting his head on the other's. "You're very sweet."

"Like a blackberry?" Bel asked. The other chuckled.

"Yes, Bel-chan."

Lussuria then took notice of the old top hat that Bel wore and brought around, and saw that it was completely filled with an assortment of berries. "Bel-chan, what's the significance of the hat?" he asked. The prince backed out of the older teen's embrace, his usual grin absent.

"There was a man...," Bel began, "a while ago, just after I'd been thrown out... his name was... um... Well, I call him 'mister,' for the most part, 'cause I don't actually _know_ his name. He was really nice, and he took care of me for a while. But one night, some mean people attacked him... he told me to run. I did, but I didn't go far. Soon, the voices died down, and I returned to his body. There were two big knife cuts across his chest in the shape of an 'x', just like the ones from when I killed Jill. This was his."

Lussuria petted the prince's head, and murmured, "That's good that you're remembering him, Bel-chan. It sounds like he was very nice to you." Bel nodded, and pulled another berry from the hat, and Lussuria noticed, thankfully, the bulge of coins in the prince's pocket that indicated that nothing was buried beneath the berries.

Suddenly, both boys noticed a dark form approaching them, and Bel instantly clung to Lussuria, quivering. "Who's that?" he asked shakily.

"I... I don't know, hun." The figure stopped, and Lussuria realized that it was another boy about their age. He looked dangerous, however; piercings decorated his face, giving him a sort of rebellious look. Immediately, he stood, and let Bel stay there. "Who are you?" he asked, disguising his slight anxiety. The other turned, and made a circle around Lussuria like an animal- rather, like a predator, and Lussuria bit his lip, his caution rising.

"Who are you?" the other spat back. "I've seen the blonde around town, but not you."

Lussuria glanced back at Bel, and the prince shook his head, answering the unasked question of whether he was lying about not knowing this kid. "Well, my name's Lussuria," Luss replied.

"You look weak," the dark-haired male answered. "You have food, too."

Lussuria immediately glared at the other. "I'm sorry, hun, but I'm not weak, and I will fight you if you initiate one." The other stopped circling Lussuria, and glared at Bel, then hissed, turning away. Somehow, Lussuria and Bel both knew it wasn't the last time they would see him.

_Much Later, in another part of town..._

There was a boy named Xanxus, who had recently discovered that he was raised by a man who had adopted him. His mother had given him up to this man, and 'this man' was a Mafia boss. The boy was devistated by the discovery, and he ran away, his blood-red eyes and long eyelashes soaked with tears. He had short, jet-black hair, and he was cut in a few places where accidents or people had gotten the upper hand on him. His hands were actually covered in bandages, for his adopted father had attempted to train him into an assassin, but Xanxus was clumsy at the time.

So Xanxus now prowled the streets, and his blood-red eyes, now bloodshot from the lack of sleep and from crying every night away, scared away the majority of people who came after him. He was lost and scared, always feeling abandoned, and craving affection, even though he might crush it in his desperate clutches.

It was on that night that he saw a house on fire, and on an instinct, he ran inside it. Almost as soon as he did, however, he ran head on to a young boy who was fighting to escape it. The two of them collapsed simultaneously, and Xanxus looked up to see a boy with short, silver hair, wild, blue eyes, and ash covering his clothes.

"What are you doing!" the boy shouted. "Get out! Hurry, before the exit is blocked!"

Xanxus shook his head, and the boy snarled in anger, picking him up and dragging him out of the place himself. Xanxus mewled with pain as he was thrown on to the hard sidewalk, and he looked up at the boy who had saved him. Said boy dusted himself off as soon as they escaped, and muttered, "What an idiot, running into a burning building. What are you, a volunteer fireman? Please."

"I did it on an instinct," Xanxus mumbled. "I don't know what came over me."

The other sighed, and held out his hand. "Name's Squalo," he said. Xanxus hesitantly accepted the hand, and the silver-haired boy pulled him up to his feet.

"I'm... Xanxus," the other replied.

"Hm," Squalo hummed, comparing his height to Xanxus's. "How old are you?"

"Fifteen," Xanxus replied.

"What's your birthday then?"

"October tenth..."

"Ha! Knew it. I'm older than you!" the silverette said. "I'm on March thirteenth." Xanxus blushed lightly for reasons he didn't know, and took a step back. He was wary of this other teen, not knowing whether this kid was going to be kind to him, or whether he would be cruel and hurt him. But even as he wondered that, the silverette's longing gaze back at the building made him curious. "More importantly," the teen murmured. "I need to go back in there."

Squalo began to walk over to the building, but Xanxus lunged out and grabbed his arm. "You can't do that? Are you stupid?" Xanxus cried.

"No, I'm not," Squalo replied seriously. "Your life isn't as dispensable as mine, guy._ My father's in there._ If I die trying to save him, so be it. At the very least, it wouldn't be a coward's death." With that, the other marched back into the house, and Xanxus stared after him, shocked. He'd never heard someone talk about life in such a careless way before. He watched as an upstairs room caved in, and his eyes shone bright orange before the fire. It wasn't long before Squalo crashed back outside, collapsing with a man on his shoulders. "Hah... hah... I made... I made it..."

"How did you do that?" Xanxus asked. Squalo glared at him.

"What, you're still here?" he huffed. The other male blushed again, this time in embarassment. "I already knew where he was. I came out here to get a few breaths of untainted air before running back in. But I might've lounged about too long." As he said that, he turned the older man onto his back, his eyes filled with sadness. The man appeared to have been lulled asleep by continuously inhaling the smoke; Squalo placed a hand on his forehead. "I'm not quite sure if he got enough proper air in that place."

Xanxus looked at the pale face, and watched Squalo take out his cell phone and call someone. "Yes, I am a fifteen year old boy whose house has burned down. My father is unconcious. I don't know if he'll make it. ... The street? Can't you see the smoke? Ugh. Troutcatcher's Avenue. Yes. Please hurry." Squalo closed the phone and sighed. "Well, that's that," he sighed, looking down at the older man who continued to lie, unconcious, on the ground. "Looks like we'll have to wait it out, old man."

Xanxus moved a little closer to the silver-haired teen, still blushing lightly. "Um, Squalo," he started. "What's your father like?"

"Heh. Smart question, kid," Squalo chuckled. "He's a fisherman- like myself. The both of us are an unmatchable team out on the water. Heck, I could be rich if he wasn't holding me back!" The boy fell silent after that, then let out a long sigh. "Well... I do know that if I were to catch too many fish, I could ruin the entire environment that's based on rivers and ponds. That I know. What about you, kid? You have parents, too, right?"

"Um... yes," Xanxus said. "Well... not real parents. Not that I know of." He recognized the confusion in Squalo's eyes, and bit his lip, knowing he needed to explain. "My father adopted me. He's a nice guy, I guess, but he never told me that I was adopted. He's a Mafia boss, so when I found out, I... kind of freaked, and ran away."

Squalo gave the ravenette a warm smile, and patted him on the shoulder. "That's actually kind of cool, to be adopted by a Mafia boss! Hey, my father's probably going to be in the hospital for a bit. You and I could hang out, if you want."

Xanxus smiled, his eyes grateful, and whispered, "Thanks," to which Squalo grinned, and patted his head. It was the start of a strong bond between the two.

**-End Chapter**

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><p>Yes, don't bug me about OOC-ness, it was warned. And the 'slightly-AU' part of it is indeed mostly their ages. Thought it would be adorable if Squ-chan was older than Xan-tan., and as you know, when I get an idea, my first impulse is to write about it! :3 Well, raging Xanxus will come eventually, after his life gets a little more crappy. Haha! XD<p>

Please Review!


	3. Cooperation

**Ugly Duckling**

**Chapter 3**

_April 7, 6:00 PM_

Lussuria watched Bel walk around the park, searching for dropped items, and as he did so, he felt a strong sense of longing. Bel was his friend and partner on the streets, yet somehow, Lussuria wanted more. He was drained of getting any affection, and he was desperate to be loved in any way possible.

Little did the older teen know that Bel was also feeling that way. The prince walked over to Lussuria, and sat down beside him, the old top hat on his head, as usual. "Hey, Luss," he murmured. "Mama used to kiss me good night... did your mother do that, too?"

Lussuria blushed lightly as he wondered if Bel's intentions were what he thought, and he leaned in, and breathed, "No... not _really_..." Bel reached up, cupping the older teen's cheeks in his hands, and Lussuria could feel his heart rate increasing rapidly as the prince came closer.

"I'll show you what it's like," the prince whispered, meeting their lips together. The prince's hands moved to Lussuria's shoulders, then down further, and Lussuria found his hands being held by Bel's. The older teen closed his eyes tightly, his face flushed as he was kissed, and he gently squeezed Bel's hands in his own, turning his body towards the younger as he did so. Bel backed up all too soon, however, and Lussuria could only pout, his heart aching when he knew that Bel would never feel that way for him. But, just as he thought that, Bel said, "I love you, mama Luss," to him, his eyes sincere.

"Oh, honey, I love you too," Lussuria whispered, his eyes growing wet with tears. No one had ever said that he loved him that honestly, and even if Bel loved him as a parent figure and not a boyfriend, that was all right. It was then that the two of them noticed a third boy, a distance away, sitting on a swing. His hair was bright teal, looking to be about eleven, and as he sat alone, he seemed to not even take notice of Bel and Luss. "Hun, I'll be right back," Lussuria said, patting Bel on the shoulder, before heading towards the boy in the swing. "Um... Excuse me," he called, reaching to touch the other. The boy turned so fast that Lussuria actually jumped slightly, and Lussuria watched as the child got up, and ran away, leaving the older teen with an uncertain look on his face. "Huh... what a strange boy," he murmured.

"Luss..."

The older teen returned to Bel, and hugged him, whispering, "Don't worry, Bel-chan, mama Luss is going to take care of you." The prince blushed, and hugged Lussuria back.

"Thank you so much," he breathed. Lussuria smiled softly, and closed his eyes. He was grateful to have Belphegor beside him.

_About three hours later, in the nearest hospital..._

"Well, father, Xanxus is a really nice kid, if a little sensitive," Squalo sighed, his arms folded on the hospital bed as he looked up at his father's unconcious face. "And I'm keeping us fit by catching fish, but I only catch as much as I need to survive, just like you always taught me." Squalo's eyes began to water as he looked at the unresponsive face, and he leaned up, hugging the man tightly. "I miss you," he rasped. "Get well soon, all right? I love you, father..." The teen made several strokes through his father's short, silver hair, and kissed him on the cheek, carefully avoiding the oxygen mask strapped around his father's face. He soon stepped back. "I have to go now, but I'll come see you tomorrow, too..."

He walked out after that, tiredly wiping at his eyes. "Are you sure you don't want us to contact an orphanage?" asked a nurse. Squalo shook his head.

"I'll be of age in no time, and I'm doing just fine on my own. Besides, he's going to wake up soon. You'll see," he said, waving her away. He exited the hospital, and stared at Xanxus, who was sitting down outside. Every time he left Xanxus, upon Squalo's return, the younger male would be right where he left him. "You really have no one, do you, Xanxus?" Squalo murmured, kneeling down beside the other. Xanxus looked up at him.

"No one but you," he rasped. Squalo took the other into his arms, and gave him a soothing pat on the back.

"I only have you, too, right now," Squalo sighed. "Thanks, Xanxus."

The two stood, and left the hospital, each comforted by the other's hand.

But as they walked, they came up to a dark haired male, piercings all over his face. "You," he hissed. "So many rivals are popping up all over the place... not good...," he hissed. "First that blonde, then the motherly boy... now you two."

"You got a problem, kid?" Squalo challenged, stepping up to the other. "Pretty cheeky of you to come out and confront us like this, eh? Who do you think you are?"

The boy snorted, and glared at the both of them, his narrow, black eyes void of emotion. "Me? My name is Levi. You lot will learn to fear the name. Next time I catch either of you, I'll have no choice but to attack. But in the mean time..." He tossed an apple towards Xanxus, and the black-haired teen easily caught it. "Take care of yourselves."

Xanxus watched the older teen leave, feeling a mixture of emotions. "I wonder if we'll see _him_ again," he murmured. Squalo snorted, and waved it off.

"Nah, that guy's all bark," Squalo snorted. "He's not going to be a problem. If we do see him again, kid, imagine a little chihuahua yappin' at your feet."

Xanxus sighed, and nodded. He murmured, "You're right. I suppose he's nothing to worry about." The two headed back towards the forest, and there, Squalo caught dinner, and Xanxus soon fell asleep beside him.

_5:00 PM- Some dark alley..._

Leviathan sat on the ground, and unfolded his coat. He had done well that day, so well that he had been able to sacrifice that apple to the handsome black-haired teen he'd seen earlier. Now, Levi had no idea that he subconciously thought that boy was handsome. He didn't really know what came over him when he gave someone else food. But he hadn't the time or energy to worry over it. He gazed over at the amount of supplies he had gotten in his coat, and grinned. He'd managed to swipe an entire fruit basket from a stand, and he'd gotten a few little tools, as well, the most important of which being an umbrella. He had shelter from the rain- something that would easily make the other children jealous. He'd also managed to get himself a pocket knife, and he smirked, knowing he could probably use it soon _(for food purposes, of course)._

Suddenly, he heard shuffling, dragging footsteps, and he quickly covered his finds, and glared at the approaching person. His gaze softened, but only slightly, when he saw that it was yet another young boy, this one looking to be around eleven or twelve. The boy was dragging his left foot, cradling his right arm, and Levi couldn't help but pity the boy who had clearly been in a fight. "Hey, are you all right?" he questioned, standing. There was a soft side to Leviathan, a side that he only showed when faced with such a situation as this where he didn't feel threatened.

"Fran," the boy rasped.

"Eh?"

"That's my name."

Levi sighed, and picked his coat up, letting the stolen items touch the ground for the first time, and he placed the coat on the wounded boy's shoulders. "I'm Levi," he said. Fran looked up, and wavered, before falling against the older teen's chest.

"All right," he grunted, struggling to right himself again. "Uh... look, I'm real sorry 'bout this, but can I stay with you until my leg heals?"

"Yeah," Levi agreed, although he cast a concerned look at the pile of items on the ground. "Feel free."

"Heh, thanks... but I won't _'feel free'_ until that man stops chasing me," Fran sighed. "He won't find me here, though. I'm sure of it. You know, I've been all over town trying to find cover, but he caught up to me any way!"

"Who exactly is chasing you?" Levi asked. Fran sighed.

"A wicked, decietful man," he said. "He may have raised me since I was little, but now I know just who he is."

"And that would be?"

Fran looked up, his teal eyes blazing. "Mukuro Rokudo."

**-End Chapter**

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><p>Ahaha~ Look at that, kid Levi and wittle Fran are hanging out together~? How'd that happen? *shot* Well, chill, it won't last very long. *shot again*<p>

Please Review!


	4. Agony

**Ugly Duckling**

**Chapter 4**

_April 9, 11:50 AM_

There was a man in his early twenties, powerful and filled with magical energy. His hair was indigo, his eyes a light violet, and his entire, toned body was shielded by a black cloak. His name was Viper. He had been called out to a mountaintop one night... and as he traversed it, with six others beside him, he wondered what was going to happen. He had an odd feeling about this, and he wasn't at all sure what would happen when they got to the top.

He didn't have time to think about the consequences of following through, however, for he and the others had reached the summit. They circled around the peak, looking about each other in confusion, when a bright light shone out in front of them. Viper gasped, trying to shield himself from the light with illusions, but the light prevailed, and pierced his form, breaking him apart. Viper screamed in agony as his body was twisted and transformed, shrinking down to an impossible size. The frog on his head screeched with fright and abandoned him, and Viper cried gently as he collapsed, his body still retrogressing at a rapid pace. When he at last opened his violet eyes once more, he had shortened down to no more than a foot tall.

"What... what?" he gasped, stepping back as he looked at his hands, incredulous. "This can't be happening!" He cast his signature illusion of tentacles around him, to see that they, too, had lost much of their power. "This is impossible!" he cried. "It can't... no..." He looked about him, to see that others were experiencing similar grief, but were less vocal about it. Viper fell to his knees, his eyes watering from the fear of this inevitable new life, and he cried softly. Viper had been so powerful, so strong, and now, that power had been stolen from him. Viper swallowed heavily, and whispered, "This isn't me, anymore... Viper... that man's gone..." The illusionist looked up, and, wiping the tears from his cheeks, whispered, "I died in battle," he said. "Viper no longer exists... I am... I'm gone."

He stood back up, and took a deep breath, scanning his memory for a new name, and whispered, "Mammon. That's the only name it could be. My body was greedily stolen from me, and now, I, the offspring of such gluttony, will be named after the greediest of all: Mammon." Viper, now named Mammon, clenched his fists, and summoned his frog, Phantasma, back to him. He created an illusion of a hat to shield his face from the world, and whispered, "You will be the only reminder of the deceased Viper. You, Phantasma, will hold my power." The frog croaked in reply, settling itself on the hat. "I, Mammon, will have vengence for this wrong."

_A few hours later..._

Squalo had gone off to visit his father in the hospital, but today, he had requested that Xanxus stay in the forest, in case that odd boy from yesterday show up. Little did he know that the aforementioned odd boy was going to show up at the pond where they had eaten earlier. Levi had come into the forest with Fran, and hadn't expected to see Xanxus there. As they stepped up to the pond, however, Levi and Xanxus took notice of each other, and the ravenette stood up immediately. "You!" he cried. "What are you doing here?"

Fran gulped, sliding behind Levi, and letting the older teen take charge of the situation. "I'm here looking for food, what else?" Levi sneered, playing with the fabric of the single, fingerless glove he'd found earlier. "What are you doing here?"

Xanxus trembled as a spike of fear ran through him, making his bloodstream run cold. However, despite the drop in temperature, he stood straight and tall, his chin held high. "I'm here 'cause I live here," he said in a firm voice. "And if you want to pick a fight, I'll take you on any time."

Levi felt a twinge of suprise and fear, but he knew that he had to be strong- not for himself, but for Fran. "Then maybe I will pick one," he said.

"Levi, don't," Fran monotonously whimpered.

"I've got to do this, Fran," Levi whispered. "Trust me, I'll protect you." The older boy rushed at Xanxus, and he saw the fear in his eyes as clear as water. But he knew that if he didn't do anything, Xanxus and his friend would probably think of him and Fran as weak, and he couldn't have that. To be looked down on in this town was the one thing that they had to completely avoid, or they would be tormented for the rest of their lives- at the best. Levi swung a heavy fist into Xanxus's stomach, and the boy stumbled down, gasping with pain. His pale face grew ghost white as he looked back up at the older teen with wild, red eyes, and Levi swung his leg back, ready to kick the boy, when he found himself paralyzed by the tears that welled up in the blood-red gaze. He reluctantly backed off as a few tears found their way down Xanxus's face, and he murmured, "You aren't nearly as strong as you act."

"I could say the same about you," Xanxus bluffed, before wiping at his eyes. "Excuse me for getting like this. Memories... Bad memories have returned to me." Indeed, bad memories had returned to the young man. He remembered all the times he was beaten, not by his adopted father, but by the enemies of his father that made his legs too weak to run. The merciless blows, gunshots, stab wounds, whip lashes, and the crushing teeth and claws of wild beasts that were set upon him... all of it was so close to replaying, but now, it was his own enemy that beat him down.

Little did Xanxus know that the other teen had taken pity on him. Levi knelt down beside Xanxus, and sighed, reaching into his cloak. "Look, I'm sorry, all right?" he muttered, handing the other a pocket knife. "Use this. Next time we meet, I won't fight you, but I have to insist that you be careful. I'm not the nicest guy around, but I'm not the most rotten, either. There are people out here who will seriously hurt you."

Xanxus gave a slow nod to show that he understood, and Levi stood up straight, intending to head back home. He turned towards the tree behind which Fran was hiding, but just before he could call out to him, a powerful kick in the side sent him backwards into the pond. He yelped with pain as he landed in the water, and he looked up to see the silver-haired boy, a blade much larger than a knife in his hand. It was a sword- and quite obviously not a fake one. "Stand up, you rotten little dog!" Squalo snarled, slashing an 'x' in the air as he shouted. "Up!" Levi slowly rose to his feet, and put his hands up. Immediately, Squalo stepped forward, and touched the tip of his blade to Levi's nose. "If you wanted to die, you could've just come to me, kid."

"Squalo! Where'd you get that?" Xanxus asked, scrambling to his feet. Squalo huffed in a prideful manner, and turned towards the other, grinning.

"While I was out, I scavenged through our old house. Good thing I did, too, huh? I'm out of practice... but oh well. Not like this guy can stand up to me, right?"

Squalo poked the blade into Levi's stomach, and the older teen bit his lip to prevent a whine of pain. "Don't!" Xanxus said, lunging forward and grabbing the other's arm. "Not now... not today... Let's just let him go... please?"

"Voooi!" the silverette shouted, tearing his arm away from the other. "This damn kid isn't doing anyone good, Xanxus! And he ought to get some severe punishment for tryin' to hurt you!"

"But he didn't!" Xanxus cried, leaping forward and wrapping his arms around Squalo's waist, before hugging tightly. "Please, Squalo... I don't want to see you act like my father." Squalo's narrow eyes widened considerably as he understood the remark, and he took a moment, then placed his own hand on Xanxus's cheek.

"All right, fine," he said. "I won't hurt him. But _damn_, Xanxus! Try to be a little more considerate of yourself." The young swordsman turned back to Levi, and hissed, "Get out of here." The older teen stepped out of the pond, wanting to run, but unable to. He was now paralyzed by something much different- something he could only descibe as loyalty and respect. In fact, what young Levi was feeling was an intense emotion called love, but it acted in a way that made him want to serve that young ravenette. But Levi knew that the silver-haired teen would never let him come an inch towards Xanxus, and he frowned, then began to walk back. As he was walking, he was nearly knocked over by Fran, who had realized that Levi was leaving without him, and darted out from behind that tree as fast as he could. He smiled as he saw Fran, and he gave the younger boy a small pat on the shoulder.

The two of them headed back to their alley together.

_April 9, 6:00 PM, in the park..._

Lussuria smiled as he watched Belphegor try to sharpen a rock with wood. He knew that the task was impossible, but watching his young friend attempt it was certainly amusing. Then, to his suprise, a portion of the rock slid off, and landed in the sand, making Bel giggle with delight. As he pondered how such a thing could happen, however, he noticed a pair across the park, walking back towards the heart of town. He recognized one to be the suspicious teen from a few days ago, and the other to be the teal-haired boy that had run from him. He hummed with wonder, sitting back in the bench, and looked back at Belphegor. By the looks of it, he was trying to shape the rock into a knife. Lussuria gave a slow blink as he watched Belphegor inspect it for flaws, then laughed quietly to himself, smiling brighter than ever before.

**-End Chapter**

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><p>Please Review more than you did last week!<p> 


	5. Join Me

**Ugly Duckling**

**Chapter 5**

_April 12, 5:00 AM_

Mammon stepped into the town, Phantasma placed on his head where he belonged. He had reentered his home town as a different person- and regardless of the strange looks he got due to his form, that was just all right. All he wanted was... money. As much as he could get. He would hoarde it to him, making sure that the one form of power that couldn't be lost would be beside him for eternity. He would have his strength back- one way or another!

But suddenly, Mammon saw two children in an alley. 'Children,' he thought. 'Perfect. I'll take what they have, and then I'll have my power back.' He had only taken two steps, however, when a man turned into the opposite end of the alley, giving a creepy smile. "Fran," he hissed, seeing the smaller of the two boys. "You dare to defy my command."

The younger boy sprang up. "Master!" he shouted. "You heartless jerk! How could you follow me here?"

"Fran, without you, my power is not nearly as magnificent. If you just come back to me, fufufu..."

"Levi, get out of here," Fran ordered, turning to the older teen. "I'm going to fight him."

"What?" the dark-haired male roared. "No way, Fran, he looks dangerous!"

"He doesn't look dangerous," Fran sighed. "He is dangerous. Get out of here."

Levi stood his ground for only a few moments, before taking off. He ran towards Mammon, not seeing him, and the cursed man teleported into the air, not wanting to be noticed. It was a stand-off between Fran and the tall man he had called 'Master.' But suddenly, a column of magma burst from the air, but it abruptly turned to ice and shattered. Mammon knew what was happening right away- it was a battle between illusionists. And as much as he wanted to observe the fight, he couldn't bring himself to do so, and he fled.

Fran was taken by Mukuro shortly after, never to see Levi or anyone else for years to come.

_6:00 A.M._

Lussuria saw he dark-haired boy that he'd come to recognize walk past the park, a sad look in his eyes, and the feminine boy realized that for the first time in a while, the other was alone. He frowned as he wondered what had happened to the teal-haired boy, and he looked at Belphegor, who was using a rough stone to smooth down the edges of his rock blade, his face dead serious. "Bel-chan," Lussuria began, reaching out and placing a hand on the prince's shoulder. "What are you making that for?"

"Hunting and dangerous people," Bel replied simply. Luss gave a sigh, and rubbed the blonde's shoulder, smiling at him.

"No one dangerous will dare come for us, Bel-chan," he whispered. Bel grinned, and leaned against Lussuria, his bright eyes soft beneath his bangs.

"Better safe than sorry," he mumbled, closing his eyes.

Two boys emerged from the bushes, and Lussuria stared at them, particularly at the ravenette that stared back at him with blood-red eyes that were filled with fear and sorrow. Somehow, the boy looked commanding and mean, even with his fearful aura. Lussuria stood, and the two boys approached him. "Something you need, dears?" Luss asked, giving the prince on a bench a short glance.

"Uh... we wanted to ask... if you wanted to... um...," the ravenette began, looking away. Squalo placed a hand on the younger's shoulder, silencing him, and nodded to Belphegor.

"We've seen you two about town. Looks like the four of us are currently without a home to return to. Xanxus here wanted to know if you'd like to hang with us."

"With you?" Lussuria repeated, suprised. He'd never seen these two before, but seeing that boy with the black hair, he instantly wanted to learn more about the two of them. He looked at Belphegor. "Well, what do you think of that, hun?"

"I dunno," Bel mumbled with a shrug, standing. "Are they gonna turn on us and cut out our throats while we're asleep?"

"Now, Bel," Lussuria said in a scolding voice. The prince shrugged, and Lussuria looked back at the two boys, then nodded. "I accept your offer. The more, the better. Let's help each other." He held out his hand, but just as Xanxus reached to take it, Squalo grabbed his wrist and dragged him back.

"Come on, everyone!" he called over his shoulder. Lussuria continued to gaze at the young, raven-haired male, trying to figure out just what was so amazing about him. Did it all come down to appearance? Or was there something behind that fear- something dark and full of hatred? He had a sense that Bel felt the same way, but he wasn't sure how or why he thought so. The four soon came up to a camp, and Squalo immediately said, "I'm going to go visit my father."

With that, he walked away, and a few minutes later, Xanxus said, "I'm going to go after him secretly. You two, not a peep. 'Kay?"

"Okay," Bel agreed, sitting on the ground and seeking out a rock to carve.

Lussuria hesitantly nodded, and Xanxus went on his way. He knew the way to the hospital, and got there quickly, but before he could enter, he was taken by the arm and pulled back into the forest by an older man. "It's about time I found you, little prince," the man said darkly. Xanxus recognized this man- an enemy of his father, and he snarled in anger, even though he was terrified.

"I'm no longer associated with my father," Xanxus hissed. "Beating me up won't get you money or respect from him."

"This may be the case; however," the man said, cracking his knuckles, "it will do good to relieve some stress." Xanxus gasped as a fist collided with his jaw, and he closed his eyes, ready to take what was coming. He already knew that he couldn't fight back should it provoke the man further, so he simply shut off his mind, and focused on the darkness. Each punch was part of his training, each droplet of blood in his mouth was that of the enemy. But eventually, pretending just didn't cut it for Xanxus. He steeled himself, then, one more punch to his face, and he was done.

"Hit me one more time, guy!" Xanxus shouted, his eyes shooting open with flame. "I'll k-" Another punch sent Xanxus to the ground, and he slowly got back to his feet, then ran at the man. He sent his strongest punch into the man's chest, and suddenly, a bright, orange flame shot from the fist, searing a hole in the man's chest and bringing him down to the ground. The man was killed on the impact of Xanxus's wrath, but the boy was not finished. He beat the enemy of his father until he the man was unrecognizable, then stopped, breathing heavily. The feeling of intense fury was still pounding in his veins, enraging him beyond belief. This was the last straw. His father was going to pay for all of that trouble. Xanxus smirked. Yes, he would become a Mafia whatever and get his revenge. One way or another.

**-End Chapter**

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><p>Uwah... at last, I made it... DX I apologize for my laziness. I just got at my dad's house yesterday (that's an out of state trip).<p>

Please... Rev- *yawn* -iew...


	6. Banding Together

**Ugly Duckling**

**Chapter 6**

_Just under an hour later..._

Squalo sighed, standing up. "Well, father... I suppose it's time for me to go again..." Suddenly, an odd noise alerted Squalo to a dropping pulse. The regular beat began to slow down, and Squalo gasped, before staring at his father, incredulous. "No way! You can't die on me yet! C'mon, old man, stay with me!" It was futile. As the pulse continued to drag, doctors dashed into the room, and ushered Squalo out of it, and as he heard their paniced voices, Squalo felt the presence of his father vanish. He closed his eyes, knowing that his father had departed from the world already, and that the doctors could do nothing to bring him back. And even though his silvery gaze watered with sadness, he determined that it was all right. His father had lived a good life, and now, that life had ended. The silverette bit his lip tightly, and left the hospital, to find Xanxus on the bottommost step, his hands folded. "Xanxus...," Squalo breathed. "You came."

"How's your father?' the raven-haired male asked, not looking at him.

Squalo sighed. "He's... better, now."

"Better?"

"He's moved on to that big lake in the sky," Squalo said. "C'mon, now, Xanxus. Lights burn out every day. Unfortunately, my father was next on the list. He served the world well, though. I know that."

"I'm sorry for your loss," Xanxus in a short tone. Confused, Squalo knelt down beside his friend, and reached out, touching his cheek.

"You all right, Xanxus?" he asked. "You seem a bit different than before."

"Squalo...," Xanxus rasped, turning the other boy's face towards his own and pressing his lips against the boy's cheek, before moving them to the lips, and enjoying a mouth-to-mouth kiss like nothing he'd ever experienced before. Squalo shut his eyes tightly, stunned by this sudden development, but having fun all the same. He reached up, about to caress the ravenette's cheek, when Xanxus backed up, and the fisherman saw the fire in his eyes. "I've killed a man," he husked, "and you're going to help me kill more." A sentence about killing people had never seemed so seductive in Squalo's life. The silverette swallowed, amazed by the prowess in Xanxus's tone, and impressed further by the way Xanxus stood up, and gazed at him with narrow eyes as if looking down on him. "Stand up," Xanxus ordered. Squalo slowly did so, and Xanxus walked off in the direction of their home. Squalo followed, his face still a little red, and he wondered what had taken place to change Xanxus so dramatically. Xanxus had gone from a quivering, helpless child to an indifferent little brat in how long? Just an hour?

And what the hell was that kiss all about?

"Welcome back," Lussuria greeted as Xanxus and Squalo returned into their home in the heart of the forest.

"We're back," Xanxus grunted, sitting down on a rock. "Come close, you lot. I have an announcement."

The three other boys gathered around Xanxus, and the boy stood up on the rock, clasping his hands together. "Aren't you all tired of your parents not being there for you? Or abandoning you when you need them most? Or... or sending their enemies to beat you senseless? ... Well, I am! I say we group up and fight back. Let's become the strongest there are! Squalo, you've got your sword... I have power in my anger. Blonde kid, you've got your knives... and other kid, you...?"

"I took a few Muay Thai classes when I was younger," Lussuria murmured. "Bet I could perfect the technique."

Xanxus gave a smirk unlike himself. "Perfect. We'll never be hurt again, all right?"

"Yeah...!"

"Hey, hold up, Xanxus!" Squalo protested. "I don't have anything wrong with my father... It was his destiny to die. He taught me a damn good lesson about relaxing."

"What would that be?" Lussuria asked.

"Do it, and people will only get hurt."

Xanxus sat back down. "Look, Squalo, I know you had an all right experience with your father, but you need to help us out. We've only been caused pain by our parents! ... That is the situation, right?"

"My parents were ashamed of me for being homosexual," Lussuria murmured, blushing.

"Mama and papa think I'm crazy," Bel muttered. "'Cause I killed my brother."

"My father adopted me. And he never told me that he did," Xanxus sighed. "So I ran off."

"Well, my father was a good man," Squalo announced. "And I'm sure as hell not going to take his death in a light manner."

"That's not what I'm asking of you, Squalo," said Xanxus in a soft voice. "I just want you to understand that not all parents are nice, and I want you to help us fight back. We'll start by killing the blonde's family!"

"Yay!" Bel said, holding up his arms in celebration.

"But Bel-chan, your parents are the king and queen of Italy, right?" Lussuria murmured. The prince blushed.

"Oh. Right."

_The Next Day, 11:00 AM (April 13)_

Levi slowly woke up, and his eyes watered when he remembered that just the previous morning, a small body, tightly curled into a ball, was snuggled up beside him. He somehow knew that Fran would not be coming back, and he was sad for that fact. Fran had been a kind companion for him, and now, Fran was gone. Taken away by that mysterious man with the fruity hair. Levi sighed, and took an apple that was evidently on its last legs, then took a bite to put it out of its misery.

"Hey, you."

Levi glanced at the baby who had addressed him, and he arched a brow, sitting upright. "Who're you?"

"My name is V- uh... My name is Mammon," said the baby, giving a short bow.

"So... what do you want, again?" asked Levi.

"Food," Mammon said, sitting down and holding out his hand. "Fork it over."

Levi sighed. "How annoying, he muttered."

"You're telling me?"

**-End Chapter**

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><p>Please Review!<p> 


	7. All Together, Now!

**Ugly Duckling**

**Chapter 7**

_April 16, Noon..._

There was a deafening silence as Levi looked at the four boys. Mammon, however, sitting on the dark-haired boy's head, was fast to ask, "Who the hell do you people think you are?"

"Who?" said a raven-haired boy who was obviously the leader. "We're the Varia. We're an organization in the Mafia who will eventually surpass my father- I mean, Vongola IX, and become the most powerful in the world!" Levi paused, then chuckled, recognizing the boy to be Xanxus.

"Is that so?"

"It is! Laugh at me, and perish!" Xanxus shouted, holding out his fist.

"Boss, you're forgetting something," Squalo sighed.

"Ah, right. You there!" the ravenette announced, pointing at Levi. "I've dubbed you as a friend of mine. Join us." Levi blushed, and considered for a few moments. Xanxus was a nice child, and would probably be a great leader...

"You there! Thief!" shouted a man. Levi gasped as he saw the owner of the food stand he'd robbed just the previous night, and he shielded himself, panicing. Just before the man was able to get at him, however, Xanxus lunged forward, throwing a powerful fist into the man's stomach. Levi could hardly believe his eyes, but a bright, amber glow came from the boy's fist, propelling the man backwards. He was knocked unconcious immediately, and Levi felt a burning desire emerge in his chest.

"Well?" Xanxus asked. "Will you accept my offer?"

Levi gave a small nod. "Yes... Xanxus, I... I'll follow you forever!" he announced, his face red as he walked up to Xanxus and hugged him. "Thank you!"

Xanxus grunted, and pushed Levi back. "Right, then. Back to headquarters, everyone!"

"Yes, boss!"

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><p>It was no game that Xanxus was playing. Through the years, everyone was able to polish their specific fighting skills, and Squalo swore to his boss that he wouldn't cut his hair until the day he decided to stop following the Varia, and thankfully, that day never came. Leviathan was loyal to his boss for as long as they were together, although more often than not, it was Xanxus saving Levi than vice versa.<p>

And one day, it was a rainy autumn night, and the Varia had infiltrated the Vongola base, and, after hours of fighting, it came down to Xanxus and his father. Squalo listened secretly from a pillar, too weak to get up and fight alongside his boss. Squalo was stunned to find that Xanxus's goal had always been the same. Xanxus poured his soul out telling his father exactly how he felt about his life, the agony and despair of finding out that he'd been adopted- abandoned by his real parents and given to a Mafia boss! He seemed to want nothing more than to have a normal life, but he hinted that it was much too late now. Squalo soon heard Xanxus's screams as he was sealed within the ice of Zero Point Breakthrough, and he was nearly heartbroken, for he then knew just how Xanxus felt.

Years later, Levi was reunited with his old friend, Fran, but he, unfortunately, didn't recognize the boy any more. The Varia became a powerful, inseperable force, and they would be for years to follow.

-**Owari**

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><p>A~ah, bummer, I did try to drag it out just a teensy bit longer, but... heh, what'cha gonna do, ne? Once I got the lot of them together, technically... My job was done!<p>

Please Review!


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